How Ultear Got Her Groove Back
by Kyogre
Summary: Oneshot, humor. In which Ultear tries to test out Last Ages, messes up, and ends up a twintail loli. What follows is an epic quest to restore her (cleav)age! (Or not)


~.~.~

 **Prologue: Ultear makes a mistake**

If there was one thing Ultear took pride in (aside from her stunning good looks, exceptional manipulative ability, overwhelming magic power...), it was her knowledge of magic. Before even hitting legal drinking age, she had already become proficient in several magic styles, including one that was a powerful Lost Magic. To understand Ark of Time, Ultear had first needed to learn ancient Mildian and decipher an obscure, damaged text, a feat that would take most a lifetime in and of itself...

Put in simple words, Ultear was very, very smart. And she knew it.

But that didn't mean she let herself get careless.

Ultear had a plan: to use the forbidden spell, Last Ages, to turn back time and return to her childhood, so she could relive her life, but better this time, with everything that she deserved and had been denied — her mother, her home, happiness...

To make that possible, she would need to increase the power of her magic exponentially, but there was a plan for that too. That plan, to awaken Zeref and let his deep, dark magic flow through the world, was proceeding slowly but surely.

In the meantime, there was one other thing Ultear felt it necessary to follow up on. And that was Last Ages itself.

Hades had cautioned her against ever using it, as the spell supposedly stripped away the caster's remaining time as payment. Obviously, Ultear was going to ignore him on that. But all the same, she wasn't crazy enough to bank on being able to use an untested, unknown spell perfectly the first time — who did that, anyway? only a complete lunatic, and a sloppy one at that — so she needed to make sure she could cast it right, in order to be ready when the time came.

And that meant testing it out first. A trial run.

Surely using it just a little bit wouldn't make much of a difference? Ultear could spare a bit of her lifetime (this time around), no big deal. She'd get it all back in the end.

...Ultear was very, very smart, and she knew it. She might not let herself get careless, but she definitely let herself get overconfident. This entire venture was a poor idea and would have gone badly if Ultear had actually managed to do it.

Fortunately for Ultear, she didn't ultimately activate Last Ages anyway.

The Mildian tome she learned Ark of Time from had been ancient. Yellowed, fragile sheets, blurred, faded ink, a spine barely holding together. Even with the greatest care being taken to preserve it, the book had been at its limit.

Being so concerned with keeping the tome intact, Ultear hadn't noticed...

Two pages, stuck together.

At the bottom of the first, the description for Last Ages. At the top of the next, the instructions for an entirely different spell. The slight incongruency in the sentence at the bottom and at the top had been written off as an issue of translation.

Unbeknownst to her, Ultear had learned the wrong spell.

What did this other spell do? Well... it was something had to be seen to be believed.

Ultear trusted the Kin and the rest of Grimoire Heart about as far as Meldy could throw them, and practicing such an advanced magic on the airship was just asking to short out the gravity array anyway. Instead, now that she was freed of her tedious duties at the Magic Council, she had found a nice abandoned ruin somewhere well out of the way and settled down to cast.

Letting out a slow breath and focusing, Ultear reached out for the smallest fraction of her magic and began to form it into the pattern described on the second page (the wrong pattern, as a reminder, for the wrong spell).

Slowly, she spread it through her body — through her hands, planted against the ground, through her torso and across her ribs, into her heart, her lungs, and lower, into her other organs, down her legs to her feet. Her hair whipped in the gusting winds of ethernanos being released.

She just had to make sure she limited the repayment to ten years or less. As long as she didn't let herself pay too much, she could mitigate any fallout...

"Ark of Time... Last Ages!" Ultear pronounced carefully.

The light dimmed as a cloud passed over the sun.

Something that felt like ether but not exactly raced through Ultear's body, her entire form glowing. She shuddered. But it didn't hurt, precisely. It was more like... something lifting away. Like an old skin peeling away, like finally dropping a heavy travel pack. The sudden sensation of lightness made Ultear's head swim, and she struggled to maintain the flow of her magic without letting it run wild.

The spell completed abruptly, reaching the limit she had set.

Her suddenly weak muscles giving out under her, Ultear collapsed onto the cracked stone floor. Her head was pounding, and she was sore everywhere. It was worse than trying to outdrink Bluenote.

Forcing her eyes to focus, Ultear turned her head to look at the sun — clouded, then slowly revealed once more. She groaned in frustration. There had been no change. Time hadn't gone back at all.

"Did I make a mistake? But I definitely felt the spell activate..." she muttered to herself. Sitting up, she lifted a hand to her aching head to push back her curtain of dark hair. Her voice sounded off to her own ears, high and weak.

Her shirt slipped off her shoulder.

Ultear turned her head to look at the cloth in confusion. Why was everything so loose all of a sudden? ...Why was her shoulder so small and thin? Why were her arms so short? Why was the hand she held up so tiny?

With a growing sense of dread, Ultear patted her chest — her suddenly narrow, completely flat chest.

...Where was her impressive cleavage?

She drew a shaky breath.

And screamed.

"IYAAAAAAAH!"

Thus, Ultear Milkovich de-aged herself by ten years, accidentally.

~.~.~

 **Part 1: I'll kill you**

Ultear spent approximately twenty one minutes and seven seconds completely freaking out. She had made a mistake! Inconceivable. Ultear didn't make mistakes. She was a genius and a superior human being. She was...

...About twelve years old, physically.

The spell had "taken off" ten years of her time, in a way. It seemed, at least, that Ultear's precautions had worked to that extent. Yes, she'd done well! She had been right to test it out first. She hadn't really made a mistake, just a small... misstep.

It must have been the book's fault. The ink had smudged too much, or maybe there had even been some error in the instructions.

Forget Hades's rules (it was one book, just one time! maybe Ultear had messed up a bit and disintegrated it, but she really had been a kid at the time, putting a ban on restoring any book at all was just too much), she was going to Ark of Time that thing back to mint condition, once she got her hands on it again.

Ultear hadn't made a mistake. She had been entirely correct, and she would fix this.

She just needed that book.

Right. Tying up her shirt as a sundress, Ultear nodded to herself. It was a good thing she hadn't worn her battlesuit — though she would never admit it, Ultear had been a little worried about how her figure might be in ten years, and if the suit would fit properly. Now... she patted her chest, where the fabric still hung frustratingly loose, and clenched her fist in determination.

She would fix this... this travesty, and take back her rightful bust, er, body.

The first step was to get back to the Grimoire Heart airship. Fortunately, Ultear knew their route and the pickup points — the places where the airship would purposefully pass next to cliffs, close enough to jump on. The next pickup would be... northwest of Shirotsume.

Tugging at the cloth strips she'd tied around her bare feet, Ultear set off.

It wasn't long before she discovered something very, very annoying. Her body wasn't just in the shape of a child. Her age wasn't the only thing reduced — so were her physical capabilities and even her magic. Walking for a couple of hours exhausted her, and she could barely age a seed into a tree to make some shade to rest under.

This was completely Unacceptable. Curling up under the small patch of shade from the sapling, Ultear seethed.

~.~.~

Tired, sweaty and furious, Ultear stalked down the airship corridor toward the library, where Hades kept his rarest and his most used texts. That included the tomes that the Kin had learned their magic from, on the chance that they might need a reference for polishing their skills. That included the book for Ark of Time.

Single-minded in her determination, she didn't notice the attention she was drawing. Everyone she passed turned and stared — most freezing in their tracts. The killing aura Ultear was radiating kept the rank and file from questioning why a little girl in an ill-fitting dress was wandering the airship.

But some members of Grimoire Heart were less able to read the atmosphere — or perhaps lacking the appropriate self-preservation skills.

"Well, well, what do we have here?" an annoying voice sounded behind Ultear. Someone loomed over her — with her current height, everyone would loom over her, to be honest — and she recognized that stupid, stupid voice. This was absolutely the last thing Ultear needed right then.

She turned slowly, already feeling her teeth grind in frustration.

Zancrow grinned down at her, completely missing or ignoring the cold, deadly look Ultear shot him. Or perhaps Ultear just wasn't as frightening now that she was at least a foot shorter.

"Another little girl? As if the pink brat wasn't enough. How do you pipsqueaks keep getting on?" Zancrow went on, heedless of the darkening aura around the 'little girl.'

"Get lost," Ultear snapped. "I don't have time to deal with you."

One of Zancrow's nonexistent eyebrows rose, and his unfriendly smirk widened, showing sharp canines. "Oh, is that so?" he chuckled. "Well... let me help you with that."

Ultear huffed, about to tell him that she didn't want or need any help from the likes of him — only to find herself lifted off her feet. She kicked helplessly for a moment, flailing. "Let go of me, you overglorified haystack!"

Snickering, Zancrow held her at arm's length, dangling by the collar of her dress. "You should be grateful, kid," he said, giving her a shake. Ultear's attempts to nail him in the crotch and then the face with her short, short legs only made him laugh more. "I could burn you right here, you know. Wouldn't even be ashes left."

He made what he must have considered a frightening face, but Ultear only turned up the corner of her lips in scorn. "Zancrow, you idiot," she hissed. "It's me. I'm Ul—"

Wait. If she admitted to being Ultear, she'd have to explain about how she got like this. And, of course, Ultear knew she hadn't been wrong at all, but... she'd definitely never live it down. She could just imagine the mocking, the endless loli jokes... 'Oh, hey, it's Ultear,' they'd say. 'Remember when she turned herself into jailbait? Hahaha.'

"Yeah, yeah," Zancrow drawled, not noticing her pause. "I don't care if you're another one of Ultear's pets. Think of this as an initiation ritual. Welcome to Grimoire Heart, and all that."

He'd begun to walk after picking Ultear up and now stepped out onto the deck. The airship had begun to gain altitude after passing the pickup point, and strong winds tugged at their hair. As Ultear frowned, trying to figure out what he was doing, Zancrow made his way over to the edge and dangled her over.

"Don't you dare," Ultear said flatly. Unfortunately, her twelve year old self did not have the most intimidating face, no matter how she glared.

Zancrow's smirk stretched across his entire face. "Now that you're going to have lots of free time," he mocked, "be sure to think about your place in food chain and how to not piss off people who can stomp you down in one blow." Releasing his grip on her collar, Zancrow called out one last parting shot, "Have a nice trip! Hahaha!"

Plummeting off the airship into the forest below, Ultear let out a scream of pure rage.

"I'll kill you, you bastaaaaard!"

~.~.~

 **Part 2: Socially (un)acceptable**

Wizards, it was well-known, had some really crazy luck. Happenstance meetings with long lost family members, picking up a priceless artifact that looks like junk by chance, coincidentally arriving just in time to stop or witness some ritual that has been in preparation for years...

Whether you called it luck, or saw it as a sign of fate and a greater guiding hand, or tried to explain it away with the pseudo-science of passive interaction between internal Ethernanos and Ethernanos in nature...

Wizards had some crazy luck.

Ultear didn't believe in luck or fate, or pseudo-research explanations that were completely unquantifiable. Ultear didn't believe in fate or luck because she didn't believe in things she couldn't force to her will.

But sometimes, she really cursed luck and fate and the world at large.

For example, when — after being thrown off the Grimoire Heart airship and falling into the middle of some forest of no particular significance — she somehow landed not on a tree, or a rock, or in a river, but on a person. On one of the top five people she least wanted to see, in fact.

With amazing precision, she landed directly on Gray Fullbuster's head.

It was absolutely coincidence, of course.

The landing had been less than smooth, and it took Ultear a few moments to regain her bearings — and to realize that she wasn't the only one groaning. Scooting around gingerly, she peered down at the moaning, twitching form she was sitting on. The man, inconveniently face down and hiding his identity, was coming to as well. Coughing and spitting out a mouthful of dirt, he propped himself up — Ultear still on his back — and began to turn over.

That was very inconsiderate and dumped Ultear into the dirt. He turned to glance at her as Ultear yelped in surprise, and the two of them stared blankly at each other.

Ultear recognized him immediately, and her internal monologue promptly turned into a litany of swearing, an inhuman screech, and death threats aimed at her mother's youngest student and the universe at large.

Gray... didn't recognize her, of course, but his expression darkened, concerned and angry. From his perspective, it didn't look good — a little girl fell out of the trees (?), now covered in scratches and bruises, her ill-fitting dress torn up, no belongings, no shoes, and (hopefully he couldn't see this part but) not even wearing underwear either.

Holding up his hands in a non-threatening gesture, Gray asked, "Are you alright?" His tone was infuriatingly gentle, like he was talking to some scared little animal and not the field leader of the strongest dark guild. Ultear really wanted to kick him. But she couldn't, because—

Wait, no. She could.

So she did.

"Kyaaah!" Ultear screamed theatrically, and drove her small, sharp heel straight into Gray's nose.

Gray reeled back, hissing in pain and clutching at his face. Blood flowed between his fingers and down to his lips and chin. Ultear scurried back preemptively, but Gray didn't lash out as she had half expected. Of course not, he was a good person, who wouldn't hurt a child even when suddenly attacked and in pain.

While he was still distracted, Ultear scowled at him with the full force of her disdain and hate.

...Ultear may have, hm, investigated Gray rather thoroughly, once she was in a position to do so. It wasn't envy at his happy life in a well-established, caring guild that made Ultear (even more) antagonistic. It was because, even from her biased perspective, Ultear could tell that he was a genuinely good person who used Ur's magic as she would have wanted — to help others and to protect his guild.

Why wouldn't Ur have chosen him over her sickly, useless daughter? Why wouldn't she give her life to protect his future? It was only natural. The fact that it was natural and the obvious choice just made Ultear all the more angry about it.

In fact, Gray backed away — to give space the scared little girl space. Still holding up one hand calmingly, he insisted, "It's okay, it's okay! I'm not going to hurt you! I just want to help!"

'How about I hurt you instead?' Ultear thought. But she made an effort to wrestle her expression into something more suitable to the apparent situation.

She sniffled, tears gathering in her eyes, and began to bawl.

Gray's panicked expression, which she glimpsed between the fists she was pretending to rub at her eyes, was priceless. "It's okay! It's gonna be okay, I promise!" he stammered. "It'll be just fine!" He made a move toward her, only to catch himself and draw back, afraid to scare her.

His nervous concern was amusing, but he wasn't going to leave, and Ultear knew there was no point in dragging it out. She let her sobs slow and quiet, and made no sign of protest as Gray gingerly began to approach.

Finally, he was able to carefully lay a hand on her thin shoulder and say comfortingly, "There now, it's okay." He paused, looking at her with concern. "Can you tell me what happened?"

A hastily made up story slipped easily from her lips. "I-I was coming back from visiting my grandmother," she sniffled. "She lives by herself in the woods. But then t-there were these bandits!" She made a show of swallowing a sob of fear. "I-I ran away and climbed a tree, but I lost all my things, and I couldn't figure out how to get down..."

To preclude any additional questions, she hid her face in her hands and wailed.

"It's okay! You're safe now!" Gray hurried to assure her. He draped his jacket over her shoulders and rubbed her back. It was warm and comforting. Ultear felt the mounting urge to hit him again. Wiping away the last of the blood under his nose, Gray smiled at her. "I'll take you to town, okay? I'll protect you."

Internally, Ultear gagged a little on bile. Getting protected by him of all people was the absolute last thing she wanted. Because that implied she needed protection from him, which implied he was better than her, which he definitely wasn't. Ultear was better than Gray in every single way. She'd trained long and hard to make sure she was The Best.

She was the best, and her mother wouldn't need anyone else at all because Ultear would be the ultimate child and—

Wait, she was getting off topic.

Just for implying she needed his protection, when she was back to normal, she was going to grind her heel into the back of his head while he genuflected and begged for forgiveness. Which Ultear would never grant.

"R-really?" she made herself say.

"Of course! You can count on me," Gray grinned. He tapped the guild mark on his bare chest. "I'm a wizard from Fairy Tail, you know! My name is Gray, Gray Fullbuster."

"Hi," Ultear waved with fake shyness and offered a tentative smile. "I'm... Tear."

~.~.~

Gray insisted on carrying her. They had a long standoff about that. Logically, Ultear knew it made sense, what with her short legs and lack of shoes. But otherwise, being carried by Gray of all people, when she was absolutely better than him in every single way and would prove that once she used Last Ages, was unacceptable because that made it seem like Ultear needed his help, and she didn't. Ever.

In the end, they came to a compromise. Ultear wouldn't be carried — she would ride, on his shoulders. Gray endured it with far more grace than could be reasonably expected. That made Ultear want to hit him even more, by the way.

She settled for tugging his hair a bit too hard and kicking his chest while she pretended to swing her legs idly. It was petty, but it made her feel better.

Gray only winced and kept quiet, which made Ultear even more annoyed, which made her covertly harass him a bit more, which he put up with without protest, which made her even angrier...

You get the point.

When they finally made it to the nearest town, the odd sight of a little girl sitting atop a teenager was fortunately enough to distract the townspeople from asking why a half-naked teenager was carrying a scratched up little girl in a torn dress.

"Do you need to go to the hospital, Tear?" Gray asked, tilting his head back in an attempt to look at Ultear. "Are you hurt anywhere big? It's okay, I'll pay for it."

Getting paid for, by Gray Fullbuster... Ultear almost choked on her spit. As if she would ever stoop to that level!

...She had to stoop to that level.

Instead of the hospital, they went to a clothes store, where Gray bought her a real dress and some shoes. Actually, they went to two clothes stores, because they had to vacate the first one rather quickly after Ultear's failed attempt to seduce the shopkeeper in the first one. After that, she grudgingly let Gray pay.

To add insult to injury, Gray made her keep his coat too.

Brushing her hair out and putting it up in the twin tails she'd worn as a child (albeit slightly older, about fourteen), Ultear glowered and promised herself to buy him three — no, five! — coats once she was back to normal. There was nothing he could do that she couldn't do better, and she would, just watch.

But first, she needed to get her body back.

"So you're heading back to your parents' place? I'll go with you," Gray said, once she had cleaned up and tried to take her leave. He grinned, tapping his guild mark again. "I've done lots of bodyguard missions, don't worry."

"It's... fine, really," Ultear gritted out. "I don't want to trouble you further. It's not far from here and the road should be safe."

"But..."

"It's fine," Ultear said far more flatly, her piercing look just short of a glare. She tried to force a smile, but it was probably more like a grimace. "Thank... you... for everything."

Gray didn't seem to notice the way she barely managed to push the words out, just looking at her with concern. "...Okay," he said finally, sighing. "Have a safe trip."

Relieved to finally be rid of him — and in his debt, but only temporarily! — Ultear scurried away as quickly as she could. Gray watched her retreating figure, then nodded to himself. He couldn't, in good conscience, let her just go off by herself. She was just a kid, after all, and there was something weird about her story. What if she ran into trouble again? So.

Obviously, he was going to follow her.

Secretly. Like a stalker. A half-naked stalker, of a little girl. The sheer impropriety of this notion did not occur to Gray.

(He'd done plenty of secret following with his friends, as a compromise between their pride and his concern. That was a little different though, since they were the same age at the time...)

Well, he was already considered a pervert, but this was a bit much. If Erza ever found out, he'd probably never walk again.

~.~.~

 **Part 3: The definition of insanity**

Three days later, after some pretty hard travel to the northern coast, Gray watched with a completely blank expression as an airship appeared out of seemingly thin air — temporarily dropping the illusion magic that hid it from sight — and the little girl took a running jump onto it.

She landed on one of the side decks and disappeared inside.

Gray slowly shook his head. "Bandits, right," he muttered to himself. "I knew there was something fishy going on. Typical..."

Despite his grousing, he was already moving to follow her. Even if she was incredibly shady, he couldn't leave a little girl alone with a dark guild — because what else could that be? No legal guild except Blue Pegasus had an airship, neither did the Rune Knights, and a civilian vessel wouldn't be cloaking itself in illusion magic.

(Not that he would have left her with Rune Knights either. Those guys were barely more trustworthy than a dark guild. Maybe less trustworthy, actually.)

Since he had started moving late and from further away, Gray didn't make it onto a deck. Hitting the side of the airship, he quickly ice-made a set of handholds on the hull. A few tense moments of silence, as the airship began to ascend, didn't bring any guards or alarms, so it appeared that his arrival had gone unnoticed.

He had just begun to slowly make his way up the side of the ship when a commotion on one of the decks made him pause and hold still.

Two men made their way outside, their attention focused on... yes, that was the girl dangling between them by the scruff of her neck. She tried to kick at them, but rather half-heartedly.

"—regret this," she hissed at the two of them.

Zancrow exchanged a smirk with Rustyrose. "Yeah, yeah," he drawled. "But seeing as how Ultear hasn't bothered to make her appearance yet, it looks like she doesn't care much about whatever errands you're supposed to be running, short stuff. So — off the ship you go!" *

(* Gray was (un?)fortunately too far to hear any of this.)

But too far or not, he could tell what was about to happen and braced himself.

Ultear, plummeting off the ship while screaming death threats and obscenities, again, found her fall suddenly halted — as Gray grabbed her by the ankle. Dangling upside down, she craned her neck to stare at him in surprise and disgust.

Of course he had followed her. A good person like him wouldn't let a little girl go off alone. Of course! Ultear really hated him.

She tried to kick him in the nose again, but Gray dodged this time and raised an eyebrow. "Bandits, huh?" he said dryly. But he, wisely, seemed disinclined to question her while clinging to the side of an ascending airship. Instead, he called out, "Hold on."

'To what?' Ultear thought.

She didn't say it though, because she was too busy trying not to scream — as Gray released his magic and let them both drop down toward the sea.

Apparently, Gray had meant her to hold on to him, as he flipped them around in midair so that Ultear was upright and pressed against his (bare) chest. They were falling toward the ocean, but it wasn't high enough to kill them, so rather than worry, Ultear pointedly dug her nails into his shoulders.

"Ice Make: Cushion," Gray said, just as they were about to hit the water.

On command, a massive ice cushion appeared under them. It even exploded into a flurry of ice feathers when it collapsed under their weight, dropping them unharmed onto a small floating block of ice.

Shifting to sit cross-legged, Gray faced Ultear and folded his arms. One eyebrow went up expectantly.

Ultear's eye twitched a little in irritation.

"So," Gray said, "are you going to tell me the truth now?"

No, of course not. But Ultear would come up with another lie.

Biting her lip, she made a show of fidgeting. "...Sorry," she muttered. She was sorry, too, for not managing to lose him properly. "I didn't want to make any trouble for you, after you helped me..."

Gray's expression softened with sympathy. "Hey, it's okay," he said. "I don't mind. I want to help you."

He probably meant it to. People like that, who lived in the light, were absolutely disgusting. It was like they were flaunting that they had been lucky enough to not have been betrayed or taken advantage of yet. It wasn't like they were better. They just didn't understand what the world was really like.

No one was nice or kind or trustworthy, everyone was out for themselves. Anyone who said they would always be with you was just lying and would dump you for a better child at first opportunity. Ultear had learned that at a young age, and Gray was just lucky he'd always been good enough — for Ur, for his guild...

If he stopped to help every little girl who looked like she was in trouble, it wouldn't be long before one of them stabbed him in the gut, quite possible literally. And he'd deserve it too, for being so stupid.

Yes, he absolutely deserved to get betrayed...

And there was no reason why Ultear couldn't be the one to betray him.

So it wouldn't be like she needed his help. She would just be using him and leading him into a trap! It was perfect, Ultear decided, smirking and nodding to herself.

Gray waited patiently, watching as she cycled through expressions, gestured at thin air and finally came to a decision. It was far from the weirdest thing he had seen, at Fairy Tail, so he didn't comment.

"Well, you see... there's a book," Ultear said, turning back to him. Her expression had flipped back to uncertain and demure — undermined by the fact that she had been glaring and scowling while lost in thought just moments before. "It's a family heirloom. It's all I have left of my parents, and it's about a Lost Magic. So those people... they came and took it away!"

She buried her face in her hands, fake sobbing.

A dark guild stealing a book about a Lost Magic? That made sense, Gray supposed.

"I've been trying to get it back," Ultear went on. "I found out when their flying base passes close enough to reach... but I keep getting caught." She didn't explain how she found this out.

"You're lucky to just get thrown off, sneaking into a dark guild like that," Gray said, frowning.

That... was true. Though it would have been different in a life or death battle. Pushing herself, Ultear would have been able to squeeze out enough raw magic power to protect herself, if it came to that. That much she was sure of. And once someone with more brains than Zancrow or Rustyrose came to investigate, she would have been able to confirm her identity.

But, again, it would just be so embarrassing. They'd never let her live it down.

No, no, Ultear had to fix this on her own. While using Gray for manual labor. Not because she needed his help, but for the delicious irony and betrayal. Once she was back to normal, she'd take her time grinding him under her heel and laughing at his despair.

"Y-yeah... I hate to ask, but will you...?" she mumbled.

"I'll help you, Tear," Gray agreed. For a moment, he made a face, imagining Erza's reaction when she found out he'd messed with a dark guild. But it wasn't like he could let a little girl go off on her own — even if she was probably still lying, she was still a little girl.

(Actually, she was lying about being a little girl too, when you got down to it. But he didn't know that part.)

"Next pickup point is in the northwest mountains. We need to move quickly to make it," Ultear said, immediately dropping her hesitant act into the strident tones of Grimoire Heart's field commander. "Make a—"

"Ice Make: Boat," Gray cut her off, bringing his hands together.

The block of ice they had been sitting on smoothly transformed into a small boat, complete with an ice motor. It revved up in Gray's hands and propelled the boat toward shore, despite Ultear's incredulous stare.

How do you make an ice motor? How does that even work? (Gray had previously made an ice bazooka with exploding ice shells, so the motor wasn't that strange, really, but wasn't he supposed to be bad at Dynamic make? How do you make a fully functioning motor but not a rabbit or something...?)

"Ice Make is pretty versatile," Gray said, a little smugly, having noticed Ultear's attention. "It's the magic of freedom, so anything you can imagine is possible."

...Wait, if anything was possible, why did Ultear's Ice Make always come out as flowers, and nothing else?

(Answer: mother complex.)

"How... useful," Ultear gritted out.

Right. It was just useful. Because she was just using him. What did it even matter what he could make? Ultear would melt all of it anyway because she was three times better than Gray at everything. And she would definitely make him admit it, when she was back to normal! She'd make him say, "I'm lower than a worm, Mistress!" while crying bitter tears!

Gray pretended not to hear her creepy snickering. He'd grown up with Mirajane the demon, he knew how this worked.

~.~.~

Feeling a sense of deja vu, Ultear found herself jumping onto the Grimoire Heart airship for the third time in a week.

Wasn't there a saying about the definition of insanity...?

No, no, she was definitely doing it differently this time. She just had to make sure Gray served as the distraction and distracted Zancrow or anyone else they ran into. And while they were fighting it out, she'd get the book. Gray seemed more proficient than she had expected (of course he was! why wouldn't he be, of course! argh!), so he'd be able to hold off for a while...

Wait, but what if he lost? That wouldn't be right. Having anyone except Ultear herself gloat over his defeated form would be completely unacceptable. That was to be her triumph, and hers alone!

Turning to Gray as they landed on a side deck, Ultear commanded, "Don't lose."

The corner of Gray's lips twitched. He was clearly thinking something stupid, like Ultear had a tsundere disposition to go with her twin tails and this was her way of showing concern — and it was absolutely not, Ultear just wanted to be the one to crush him, personally.

"I won't," Gray said, struggling to stay serious.

Scowling, Ultear lifted her foot to kick him, but managed to hold herself back at the last moment. He'd need all his parts intact in case they ended up facing the Kin.

"It'll be in the library in the center of the ship," Ultear muttered, carefully pulling open a door inside. "Follow me."

~.~.~

 **Part 4: Ice users are the worst**

Hugging the walls and corners, they crept along. Ultear had done far more than her fair share of breaking and entering, but it was surprising that Gray, a law-abiding wizard who took legal jobs, snuck along with the ease of experience, his footsteps silent and his ears pricked for any sign of approaching guards.

Still, a strange sense of wrongness crawled up Ultear's spine. She paused, then slowly turned to look behind her. Gray had paused too and was watching her with a tense frown.

He was also, inexplicably, pants-less.

Ultear stared at him with shocked annoyance, then pantomimed angrily at her legs. First confused, Gray lifted an eyebrow, before her meaning began to sink in and he looked down at his own body — and his bare legs. 'Gah!' he jumped silently in shock, making an aborted gesture to cover his (thankfully still clothed with boxers) crotch.

Glancing around frantically, he finally spotted his discarded pants lying innocently in the middle of the hallway, back the way they had come. Ultear could only facepalm as he scurried back to pick them up.

This happened six more times before they reached the library.

Ultear had known about this stupid habit of his, of course. She'd seen the public indecency complaints that came through the Magic Council (had read them perhaps a bit more closely than really warranted... several times...) — but she hadn't been prepared for just how ridiculous it was. How. How did he keep getting his pants off? Half the time while still wearing his boots?

No, forget about that. Just forget about it. There would be plenty of time to rip him a new one for his dumb habits when Gray was finally crying under Ultear's heel — once she was back to normal and could wear killer heels without looking ridiculous. (Meldy tried, bless her, but she still looked rather silly, and she was currently physically a bit older than Ultear.)

They did eventually make it to the library and, quickly and efficiently knocking out the guards at the door, slipped inside.

After dragging the unconscious bodies into the room, Gray took a moment to crane his head back and marvel at the rows and rows and rows of books that were stacked in the multitude of bookcases all across the circular shaft of the library.

Levy would love this. Lucy too. They'd probably pass out from joy at the sight of all these rare books. But on second thought, it was probably better that they didn't see this — they'd be heartbroken afterwards. Because there was absolutely no way reading these books was safe. Gray could feel the evil aura coming off half of them just from where he was standing.

Ultear quickly made her way to where she had left the Ark of Time tome after she last used it, in its place between the text on Mildian religion and the annotated history of ancient civilizations in Ishgal. It was...

...not there.

'It's not there,' Ultear thought in disbelief, staring at the narrow empty space where her book should have been. 'Why is it not there?'

Ultear knew — knew with absolute certainty — that she had returned it there after she checked it one last time, before heading out to test Last Ages. She had compared it to the personal copy she'd made and to her translation, and then put it back into this exact place.

'But it's not there,' she thought again. Why was it not there?

Unacceptable. This was completely unacceptable.

"Do you know where they might have put it?" Gray asked, coming up behind her. "That's... a lot of books to search."

There was a moment of silence as Ultear turned to him, her blank expression conveying perfectly both her lack of leads and her murderous frustration. Gray opened his mouth, hesitated, then closed it again, some atrophied survival instinct stirring in the back of his mind and telling him that speaking now would get his head ripped off.

This state of affairs continued until someone snorted loudly and derisively.

Gray whirled around, dropping into a fighting stance and readying to cast, but Ultear only made a face of growing disgust as she turned to face the intruder. (Well, technically, they were the intruders, but details.)

It was Zancrow, smirking in his most annoying way.

"This," he drawled, "is your super important business? Fetching a book?"

The implication was obvious: no wonder he hadn't gotten in trouble for delaying her by a week. Fetching was on the level of a peon, and her declarations made her seem like the barking of a very small, very egotistical dog.

Ultear deeply regretted not killing him the dozens of other times he'd annoyed her into murderous rage back when she could have crushed him effortlessly.

Zancrow's expression shifted, becoming serious in a way he rarely bothered. "But, man, bringing in an outsider? That's one dumb move," he said, his eyes lingering on Gray's bare chest and the guild mark there. "I was just messing with you, you know. Now you had to go and make it serious..."

...Well, he wasn't wrong. Bringing an outsider onto the airship was a pretty serious offense. Of course, it wasn't like Ultear was going to let him go blabbing anything. She'd get her real form back and then deal with Gray, no information leaks or threats to Grimoire Heart involved.

Hades would understand. Probably.

Not that Ultear was going to tell Zancrow that. It would involve admitting she actually was Ultear and that she'd... made a small miscalculation on a spell, and again, the embarrassment... No, absolutely not.

"Now," Zancrow went on, his tone dark and a bloodthirsty, sickening grin beginning to spread across his face, "I'm gonna have to kill you both—"

Gray burst into motion before he had finished speaking. "Ice Make: Freeze Lancer!" he called out, ice spears already racing toward Zancrow. His molding speed was impressive as always.

"The books! Be careful!" Ultear yelled.

"I didn't hit them," Gray complained, rolling his eyes. Under his breath, he muttered, "How many years do you think I spent in a guild with Levy...?"

True to his words, the ice that formed on impact stopped just short of the bookcases, covering only Zancrow's form and the floor around him. His smirk could still be clearly seen through the clear shell — which began to steam as a black flame emanated from his skin.

"Some lame ice isn't going to work on me!" Zancrow called out as the ice collapsed and vanished. "I'm the Fire God Slayer, dumbass!"

Black fire burst out, rampaging across the library, while Zancrow began to laugh.

"The books!" Ultear wailed again. "Zancrow, you piece of—"

"Get down!" Gray shouted over her. In some corner of his mind, he couldn't help but think, 'God Slayer? Really?'

Really.

And to prove it, Zancrow ballooned as he drew a deep breath. "Flame God's..."

If there was one thing Gray had learned over all his time fighting Natsu, it was not to try taking his magic head on. Simply put, Natsu was ridiculously powerful and his flames were far and above more potent than any modern elemental magic. In a contest of pure magic power, Gray would lose every time.

But of course he never let it become a contest of power, and that was why he was in currently in the lead in their ongoing competition.

"Ice Make: Mirror Shield!"

"...Bellow!"

The spell crashed over the circular shape of Gray's shield, but the ice didn't melt, at least not immediately. Unlike a normal ice construct, this one reflected magic attacks off its surface, letting the fire slide off its center and down to its edges — leaving the wedge of space behind it untouched.

That wasn't to say the flames had no effect. The choking ambient heat would have destroyed the ice shield in moments anyway, if Gray hadn't continued to pour magic into it for reinforcement.

'This is really bad,' Gray thought, gritting his teeth. However, his mental complaint was more annoyed than concerned. Bad situations had practically become the norm at Fairy Tail, and there was only so many times that someone could fear for their life. It probably helped that Ultear was keeping up a stream of furious, distinctly un-afraid swearing behind him.

"We need to go," Gray decided.

"We can't go, I don't have the book yet!" Ultear protested.

"We still need to go."

Zancrow's bellow finally ended, and he clicked his tongue irritably at the sight of his prey untouched. "Fine then!" he yelled, crouching — black flames shaping around his arm. Like Natsu, he quickly guessed the weakness of a mirror shield, that it couldn't hold against physical attacks.

"Right now," Gray added quickly, grabbing Ultear by the arm.

"You're not going anywhere! Flame God's Scythe!" Zancrow yelled, leaping across the room.

Ignoring him, Gray went. He dived out of the way, dragging Ultear, over the edge of the walkway. Ultear shrieked in rage as Zancrow crashed into the bookcases behind them, sending priceless, irreplaceable tomes flying, torn into chunks.

They landed heavily on top of another bookcase, which began to topple, books spilling out onto the library floor. Gray yelped as Ultear clawed at him furiously. "Quit it!" he hissed.

"Stop destroying the books, you idiots!" Ultear hissed back.

"Now's not the time!"

He was right about that.

"Flame God's Explosive Flame!" Zancrow pressed his attack, throwing a massive sphere of black fire at them.

"Ice Make: Bat!" Gray struck a home run, batting the fireball away — unfortunately, despite his skill, it went wide, taking out an entire staircase nearby.

"I don't care anymore..." Ultear muttered, hanging her head.

She looked mournfully at the ruined books that were scattered across the library carpet. There was a lovely text comparing elemental combinations in the East and West — now half burnt and smoldering. There was the illustrated guide to Belia ruins — now missing its cover and several pages. There...

There was Meldy's Maguilty Sense tome. She must have left it out again, the silly girl. How many times did Ultear tell her to clean up after herself?

"Ice Make—!"

"Flame God's—!"

Ignoring the yelling and the battle raging nearby, Ultear picked up Meldy's tome. She'd need it later. That girl wasn't anywhere near mastering Maguilty Sense yet.

Underneath the Maguilty Sense text, there was another book, half-hidden. Ultear stared at the cover blankly.

Wizards had some crazy luck.

Ultear didn't believe in luck or fate, mostly because it was never on her side and she refused to acknowledge some omnipotent force that she might not be able to overcome.

But sometimes, once in a blue moon, even Ultear got lucky.

Not landing on Gray, of course, that was terrible, but finding the Meldy's book — and the Ark of Time tome under it.

(Logically, Meldy must have picked it up for some reason while Ultear was gone and forgot to put it back afterwards. But still, to find it in the middle of the chaos and books flying everywhere, to have it not accidentally destroyed, that was some truly wizard luck.)

"I got it!" Ultear yelled, jumping to her feet, both books clutched against her chest. "Let's get out of here!"

"Like I'll let you!" Zancrow roared. Black flame condensed into a whirling sphere between his palms. "Flame God's—"

Of course, Gray didn't bother waiting for him to finish. Grabbing Ultear around the waist, he brought his hands together.

"Ice Make: Gungnir! Reverse!"

Ice closed around them, forming a giant spear. Normally, Gungnir shot upward, but this time the spear aimed downward. Breaking through the library floor and crashing further down through the levels below them, it carried them out into the open air under the airship.

They were gone just in time. The flames of Zancrow's attack raged through the library room, exploding down the hole Gungnir had made. The ice around them breaking apart, Gray and Ultear saw the very edge of the blast lick at the bottom of the hull.

"Idiot," Ultear muttered.

...Not that they had exactly made a brilliant move either. Between the sneaking and the fight, they had been on the Grimoire Heart airship quite a bit longer than either of Ultear's previous two visits. That meant the ship had risen that much higher — and they had that much further to fall.

Plummeting down toward the wide expanse of Fiore's landscape laid out below them, Gray and Ultear exchanged a look.

And began to scream.

~.~.~

"What," Hades said in a slow, mild tone, as he stepped into the decimated ruins of his carefully curated, priceless collection, "is the meaning of this?"

Zancrow turned slowly.

And began to scream.

~.~.~

 **Part 5: All's well that ends (disclaimer: some things do not end)**

No one looked particularly surprised when Gray stumbled into the guild hall, almost two weeks late returning from his simple courier job, covered in dirt, shirtless, missing a fair amount of skin, and carrying on his shoulders an unfamiliar little girl in a similar state (though thankfully not in the shirtless part).

It was admittedly not as impressive as the time Natsu returned after three months chasing a supposed lead about Igneel with a fire breathing giant iguana. Only three beatings from Erza and the threat of never being able to take overnight jobs again finally convinced him that, no, he couldn't keep it as a pet.

"I'll get you something strong," Mira said, pretending to smile sympathetically as Gray collapsed onto a stool at the bar. Being a hardcore sadist, she was probably actually loving his suffering in secret.

"Some Bellum bourbon, if you have any," Ultear requested, as if Mira had been speaking to her.

Technically, the legal drinking age in Fiore was fifteen, which she currently did not look in the least. But the guild was also home to Cana, who had always thought any legality regarding alcohol was more like a loose suggestion, so Mira only beamed and nodded.

Gray considered protesting, but it was hardly worth the effort. Instead, he just let his forehead fall onto the bar with a thud. Shifting around, Ultear made herself more comfortable on top of him and cracked open her hard-won tome.

"Wow, Ancient Mildian," Levy noted, summoned through a force more arcane and all powerful than magic — the allure of a book. "It's not my best, but I know a bit. Do you want any help with that?"

Ultear scoffed. "I don't need it," she said, not even bothering to look up.

Waving one hand to get her attention, without raising his head, Gray mumbled into the bar top, "You should go with Levy. She's got a bunch of dictionaries and reference books you could use. And it's getting late... Levy, could you put her up for the night at the girls' dorm?"

"Sure," Levy agreed easily, letting Ultear's previous dismissal slide off her back. Of course not, since she was a good person too, like Gray. Urgh.

"That's a good idea," Mira said, setting a tumbler of amber liquid on the bar. She was smiling too.

This entire guild, honestly. It made Ultear want to puke.

Instead, she grabbed the glass and downed the bourbon like a shot. This was, of course, a poor idea, since she currently had the body weight of a squirrel. A small one.

Hiccupping, Ultear blinked, swayed, and poppled off of Gray.

~.~.~

Late that night — or early the next morning, depending on perspective — Levy jerked awake at the sound of deranged laughter booming from somewhere between her bookcases.

"MWAHAHA! I AM A GENIUS! AN ABSOLUTELY GENIUUUUUUS—!"

Or maybe it was hysterical sobbing. Levy couldn't tell, and didn't really care. Adjusting her earplugs, she turned over and went back to sleep.

~.~.~

Ultear did find the stuck together pages. And unstuck them. And translated the missing sections.

The spell she had accidentally used was referred to as "Law of Regression." It was very simple in concept — it discarded time. A person very literally regressed to an earlier state. This sounded useful, except that there was one major flaw that the prior users of the Ark had been unable to overcome.

Everything regressed. The user's physical state. Their capabilities. Their memories.

It wasn't immortality because your lifespan didn't increase. You just continually re-wrote part of your life, wiping away the previous version to make room for the new one.

Of course, Ultear had overcome that flaw. Somehow.

Because she was a genius, naturally. But also because she had been trying to use Last Ages, which focused on maintaining memories even while rewinding the entire world. Hybridizing the two spells, unintentionally, had created a new one that, while cutting magic and physical abilities, was something many would quite literally kill for — eternal youth.

The problem was that Ultear didn't want eternal youth. She wanted her beautiful, intimidating, stacked adult body back. And also her full magic ability. Even with the Ultimate Magic World, she probably wouldn't be able to perform Last Ages as she was. What was she supposed to do, ask Hades nicely to wait ten years while she grew up again?

...Well, he probably wouldn't care, being nigh immortal himself. But it would be so embarrassing. Messing up like this, over something so tiny? No.

She had to fix this.

But she couldn't. No matter how Ultear looked at it, it wasn't possible. Those ten years had been wiped away. Gone. As if they never happened. She wasn't getting them back. That was the whole point of Last Ages and Law of Regression — it was a permanent effect, not a temporary deviation. Even dying wouldn't change her back.

This is what would be called dramatic irony. Ultear had always wanted to relive her childhood. Well, now she'd be doing just that, whether she liked it or not, in absolutely not the way she had wanted or envisioned.

Gods, if they existed, were all jerks. And they were probably laughing at her.

There was only one thing left to do.

"...And she's been like this all morning?" Gray whispered to Levy behind Ultear's back.

"Mm-hm," Levy drew out.

"Shouldn't we do something?" Gray muttered, fidgeting and wincing. He just wasn't good with crying girls.

"I guess," Levy agreed. "Maybe we should get her another book. That one must have been really disappointing."

"Cake always makes me feel better," Erza, who had been sitting nearby, opined.

Ultear ignored them all and continued to sob into her folded arms. She was a genius. Brilliant and hardworking. She didn't deserve this! The world was a terrible, cruel place, too much so for her to even spare the effort of hating Gray and his overly nice guild. Even the thought of betraying the lot of them and grinding them under her heel couldn't make her feel better.

Because she couldn't even wear nice killer heels for years, literally years, to come.

"Right. I'll get some cake," Gray decided, as Ultear let out a renewed wail. "Levy, get the books."

The books were rejected. (The cake was accepted... reluctantly.) "There aren't any other books, not like that one!" Ultear sobbed around a mouthful of soft, sweet goodness. "It's the only one, and it doesn't have what I need!"

"Come on, you don't know that's true," Levy insisted comfortingly, while Gray awkwardly rubbed Ultear's back. "There's all kinds of books out there! Why, just last month, they uncovered an entire lost archive over in Enca! They think they might be able to revive all kinds of Lost Magics with those books!"

"That's right!" Gray said quickly, seeing Ultear's expression — she had been about to cry harder, completely dismissing Levy's claims. "There's bound to be a way to solve this somewhere in there." Whatever 'this' was. They still hadn't been able to find out what the problem actually was.

Sticking another forkful of cake into her mouth, Ultear chewed slowly.

It wasn't like she could cry and eat cake forever. Hadn't she managed to escape even when imprisoned and tortured as a child? Hadn't she persisted even when her last hope — her mother's love — was stolen from her?

She'd find a way through this too. Ultear didn't believe in things she couldn't force to her will. Such things didn't exist. Ultear could make anything obey her, be it luck, fate, or the natural world order, and that included time.

"I'll go with you," Gray added seriously.

Feeling quite a bit better, Ultear promptly kicked him the face.

~.~.~

 **Notes:** I may or may not do another part, depending on inspiration and feedback. So if you like it, please review!


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